SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: (Date of earliest even reported): December 12, 1994
CORNING INCORPORATED
(Exact Name of Registrant as Specified in Charter)
New York 1-3247 16-0393470
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
One Riverfront Plaza, Corning, New York 14831
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (607) 974-9000
<PAGE>
Item 7. Financial Statements.
On October 9, 1994, Corning Incorporated ("Corning") filed a Current Report on
Form 8-K, in connection with the acquisition of Moran Research Labs (d/b/a
Bioran Medical Laboratory) in a pooling of interests transaction.
Pursuant to Regulation S-X, Corning is filing herewith Moran Research Labs'
historical financial statements as of and for the nine months ended September
30, 1994, and audited historical financial statements as of and for the year
ended December 31, 1993.
Financial Statements of Business Acquired:
Moran Research Labs
Financial Statements, September 30, 1994
Balance Sheet at September 30, 1994
Statement of Income for the nine months ended September 30, 1994 and 1993
Statement of Retained Earnings for the nine months ended September 30, 1994
and 1993
Statement of Cash Flows for the nine months ended September 30, 1994 and
1993
Notes to Financial Statements
Financial Statements, December 31, 1993
Independent Auditors' Report
Balance Sheet at December 31, 1993
Statement of Income for the year ended December 31, 1993
Statement of Retained Earnings for the year ended December 31, 1993
Statement of Cash Flows for the year ended December 31, 1993
Notes to Financial Statements
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CORNING INCORPORATED
Registrant
By: /s/ Kathy A. Asbeck
-------------------
Kathy A. Asbeck
Assistant Controller
<PAGE>
MORAN RESEARCH LABS
FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 and 1993
<PAGE>
MORAN RESEARCH LABS
BALANCE SHEET
SEPTEMBER 30, 1994
ASSETS
Current Assets
Cash ....................................................$ 386,805
Accounts Receivable-Trade, net of reserves
of $7,982,933 ......................................... 10,193,433
Other Current Assets .................................... 910,488
Total Current Assets .............................. 11,490,726
Property and Equipment, Net
(Note 1) ................................................ 7,422,081
Other Assets .............................................. 247,393
TOTAL ASSETS ..............................................$ 19,160,200
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable - Trade ................................$ 551,956
Accrued Payroll ......................................... 717,427
State Income Taxes Payable .............................. 398,531
Other Accrued Liabilities ............................... 277,017
Deferred State Income Tax Liabilities
(Notes 1 and 2) ....................................... 508,700
Total Current Liabilities ....................... 2,453,631
Stockholders' Equity
Common Stock - No Par
Authorized 500 Shares, 274 Shares
Issued and Outstanding .............................. 32,800
Retained Earnings ....................................... 16,673,769
Total Stockholders' Equity ...................... 16,706,569
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ................$ 19,160,200
See Notes to Financial Statements
<PAGE>
MORAN RESEARCH LABS
STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 and 1993
1994 1993
Revenues:
Net Sales .................................$ 49,806,274 $ 46,775,338
Interest and Dividend Income .............. 1,471 6,245
Non-Operating Gains ....................... 27,240 83,301
Total Revenue ......................... 49,834,985 46,864,884
Costs and Expenses:
Cost of Revenues .......................... 15,988,899 15,031,719
Selling, General and Administrative
Expenses ................................ 7,717,055 6,957,761
Provision for Bad Debts ................... 3,109,659 2,822,953
Other ..................................... 108,379 87,087
Total Costs and Expenses .............. 26,923,992 24,899,520
Income from Continuing Operations before
Income Taxes .............................. 22,910,993 21,965,364
State Income Taxes (Note 1 and 2) ......... 1,231,000 1,147,900
Income from Continuing Operations ........... 21,679,993 20,817,464
Loss from Discontinued Operations (Net of
State Income Tax Benefit of $120,000)
(Note 7) .................................. - ( 1,890,203)
NET INCOME ..................................$ 21,679,993 $ 18,927,261
See Notes to Financial Statements
<PAGE>
MORAN RESEARCH LABS
STATEMENTS OF RETAINED EARNINGS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 and 1993
1994 1993
Retained Earnings - Beginning ..............$ 25,070,947 $ 24,278,061
Net Income .............................. 21,679,993 18,927,261
Distributions:
Cash .................................. ( 22,533,427) ( 19,024,605)
Tangible Property (Notes 1, 5 and 7) .. ( 7,543,744) -
RETAINED EARNINGS - ENDING .................$ 16,673,769 $ 24,180,717
See Notes to Financial Statements
<PAGE>
MORAN RESEARCH LABS
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 and 1993
1994 1993
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income .................................$ 21,679,993 $ 18,927,261
Non-Cash Items Included in Net Income:
Depreciation and Amortization ......... 853,806 818,992
Provision for Bad Debts ............... 3,109,659 2,822,953
Other ................................. 108,379 82,656
Changes in:
Accounts Receivable - Trade ........... ( 3,267,203) ( 3,012,654)
Other Current Assets .................. 1,167,202 247,829
Other Assets .......................... ( 10,609) ( 1,293)
Accounts Payable - Trade .............. 350,640 51,793
Accrued Payroll and Other Current
Liabilities........................... 462,796 ( 267,876)
Deferred State Income Tax Liabilities.. ( 177,800) ( 97,500)
State Income Taxes Payable............. 398,531 -
Net Cash Flows From Operating Activities ... 24,675,394 19,572,161
CASH FLOWS USED IN INVESTING ACTIVITIES
Proceeds from Sale of Property and Equipment 68,949 35,250
Decrease in Net Assets of Discontinued
Operations ............................... - 992,064
Purchase of Property and Equipment ......... ( 2,170,403) ( 1,983,978)
Net Cash Flows Used In Investing Activities. ( 2,101,454) ( 956,664)
CASH FLOWS USED IN FINANCING ACTIVITIES
Distributions to Shareholders .............. (22,533,427) (19,024,605)
Increase (Decrease) in Cash ................ 40,513 ( 409,108)
Cash - January 1, .......................... 346,292 643,939
CASH - SEPTEMBER 30, .......................$ 386,805 $ 234,831
See Notes to Financial Statements
<PAGE>
MORAN RESEARCH LABS
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1994 AND 1993
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activities
Moran Research Labs (the "Company"), doing business as Bioran
Medical Laboratory, performs pathological and analytical tests
for the medical profession in the New England area. Prior to
January 1, 1994, the Company had operated a hotel (The Snow Inn
Resort) and restaurant (Thompson's Clam Bar), located in
Harwichport, Massachusetts. These operations, which are
totally unrelated to the Company's clinical laboratory business,
were spun-off to the Company's shareholders on January 1, 1994
pursuant to a plan adopted in July 1993.
Interim Financial Statements
The accompanying balance sheet at September 30, 1994 and the
statements of income, retained earnings and cash flows for the
nine months ended September 30, 1994 and 1993 are unaudited.
In the opinion of management, these unaudited financial state-
ments include all adjustments, consisting only of normal
recurring accruals, necessary for a fair presentation of the
results of operations and financial position for the respective
interim periods. The results of operations for the nine months
ended September 30, 1994 are not necessarily indicative of the
results to be expected for the full year.
Property and Equipment
Property and equipment are recorded at cost. Depreciation
is computed using both straight-line and accelerated methods
over the estimated useful lives of the assets which range from
3 to 40 years. Major classifications of property and equipment
at September 30, 1994 are as follows.
Leasehold Improvements ...............$ 5,733,637
Equipment and Fixtures ............... 5,189,294
Motor Vehicles ....................... 739,326
Property and Equipment, at cost....... 11,662,257
Less: Accumulated Depreciation....... ( 4,240,176)
Property and Equipment, Net ..........$ 7,422,081
Depreciation expense for the nine months ended September 30,
1994 and 1993 amounted to $ 750,261 and $ 715,447, respectively.
<PAGE>
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
Revenue Recognition
The Company recognizes revenue upon completion of the testing
process. Billings for service under third party payor programs,
including Medicare and Medicaid, are recorded as sales net of
allowances for differences between amounts billed and the
estimated receipts under such programs. Adjustments to the
estimated receipts, based on final settlement with the third
party payors, are recorded upon settlement.
Income Taxes
The Company has elected to be taxed under subchapter S of the
Internal Revenue Code. Accordingly, the Company is not subject
to and therefore has not provided for any Federal income taxes
as the stockholders are taxed on their proportionate share of
the Company's taxable income.
On March 2, 1989, the Company became a Massachusetts Business
Trust pursuant to a tax free reorganization under Internal
Revenue Code section 368(a)(1)(F). This reorganization did not
affect the Company's S corporation status for Federal income
tax purposes, but does subject the Company to Massachusetts
state income taxes. Therefore, a provision for state income
taxes is included in these financial statements.
In 1992, the Company adopted Financial Accounting Standard
No. 109, "Accounting for Income Taxes" (FAS 109), which requires
an asset and liability approach to accounting for income taxes.
Under this method, state deferred tax assets and liabilities
are recognized for the expected future tax consequences of
differences between the carrying amounts of assets and liabil-
ities and their respective tax bases using enacted tax rates
in effect for the year in which the difference are expected to
reverse. Under FAS 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income
in the period in which the change is enacted.
Cash and Cash Equivalents
The Company considers all short-term investments with an
original maturity of three months or less to be cash
equivalents.
<PAGE>
Note 2 - STATE INCOME TAXES
The provision for income taxes from continuing operations
is summarized as follows:
Nine Months Ended
September 30,
1994 1993
Income from Continuing Operations
before State Income Taxes .......$ 22,910,993 $ 21,965,364
State Income Taxes:
Currently Payable ............... 1,408,800 1,245,400
Deferred ........................ ( 177,800) ( 97,500)
Total ...................$ 1,231,000 $ 1,147,900
For income tax purposes the Company prepares its tax return
using the cash basis of accounting. The deferred state income
tax liability of $508,700 and $493,000 at September 30, 1994
and 1993, respectively, results from the cash to accrual
basis adjustments.
Note 3 - PROFIT SHARING PLAN
The Company sponsors a profit-sharing plan covering all of its
employees. Contributions, which totaled $230,000 and $205,000
for the nine months ended September 30, 1994 and 1993,
respectively, are determined by a vote of the Board of
Directors. The Company files annual plan registration and
insurance information with the Internal Revenue Service, in
compliance with requirements established by the Employee
Retirement Income Security Act of 1974.
Note 4 - RELATED PARTY TRANSACTIONS
The Company's stockholders own several other businesses,
principally involved in the real estate and food distribution
industries. The Company leases certain real estate from one
of these entities, the S.A. Fennell Limited Partnership.
Rental payments to this partnership for each of the nine
months ended September 30, 1994 and 1993 totaled $630,000.
The other entities operate independently of the Company.
Note 5 - SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION
Non-cash financing activities during 1994 consisted of the
spin-off of the net assets ($7,543,744) of the Company's
non-clinical laboratory operations effective January 1, 1994.
During the nine months ended September 30, 1994 and 1993
income taxes paid were $587,378 and $990,491, respectively.
<PAGE>
Note 6 - LEASE COMMITMENTS
Minimum rental commitments under noncancellable operating
leases outstanding at September 30, 1994 are:
1995 ................. $ 197,905
1996 ................. 130,518
1997 ................. 76,519
1998 ................. 37,704
1999 ................. 16,248
Operating lease rental expense for the nine months ended
September 30, 1994 and 1993 amounted to $1,018,067 and
$905,412, respectively, including $630,000 paid to related
parties in each year (see Note 4). In addition to its
corporate facilities located in Cambridge, Massachusetts,
the Company maintains satellite operations throughout the
New England area. Many of these facilities are leased through
tenant-at-will arrangements.
Note 7 - DISCONTINUED OPERATIONS
Effective January 1, 1994 the Company spun-off its non-clinical
laboratory operations to its shareholders, pursuant to a plan
adopted in July 1993. These non-clinical laboratory operations
(restaurant and hotel) have been accounted for as discontinued
operations in the 1993 financial statements in accordance with
the provisions of Accounting Principles Board Opinion No. 30.
Sales, loss from operations, income tax benefit and net loss
associated with these discontinued operations for the nine months
ended September 30, 1993 are listed below:
Sales ..............................$ 2,718,248
Loss from Operations before
Income Tax Benefit ............... 2,010,203
Income Tax Benefit ................. 120,000
Net Loss from Discontinued
Operations .......................$ 1,890,203
The net loss from the measurement date through September 30,
1993 was $259,737.
<PAGE>
Note 8 - SUBSEQUENT EVENTS
On September 8, 1994 the Company entered into an acquisition
agreement and plan of reorganization whereby all of the shares
of the Company were acquired by Corning Incorporated
("Corning"), a New York business corporation, for 5,960,967
shares of Corning common stock, in a transaction to be accounted
for as a pooling of interest. This transaction was completed
on October 9, 1994.
In October 1994, in connection with the acquisition and plan of
reorganization, the Company acquired the real property owned by
the S.A. Fennell Limited Partnership and leased by the Company
for use in its clinical laboratory operations (see Note 4) in
exchange for 8.41 shares of its common stock. The number of
shares issued was based upon the estimated fair value of the
properties.
<PAGE>
MORAN RESEARCH LABS
FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1993
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Moran Research Labs
415 Massachusetts Avenue
Cambridge, MA 02139
We have audited the accompanying balance sheet of Moran Research Labs
(A Massachusetts Business Trust) as of December 31, 1993, and the
related statements of income, retained earnings, and cash flows for
the year then ended. These financial statements are the responsi-
bility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Moran
Research Labs (A Massachusetts Business Trust) at December 31, 1993
and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.
/s/ Leverone & Company
November 10, 1994
<PAGE>
MORAN RESEARCH LABS
BALANCE SHEET
AT DECEMBER 31, 1993
ASSETS
Current Assets
Cash ....................................................$ 346,292
Accounts receivable-trade, net of reserves
of $7,359,824 ......................................... 10,035,889
Prepaid Insurance ....................................... 633,879
Prepaid State Income Taxes .............................. 422,891
Other Current Assets .................................... 1,020,920
------------
Total Current Assets .............................. 12,459,871
------------
Property and Equipment, Net
(Note 1) ................................................ 6,179,267
------------
Other Assets
Net Assets of Discontinued Operations (Notes 1 and 7) .... 7,543,744
Other Assets ............................................ 340,329
------------
Total Other Assets ................................ 7,884,073
------------
TOTAL ASSETS ..............................................$ 26,523,211
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable - Trade ................................$ 201,316
Accrued Payroll ......................................... 488,415
Other Accrued Liabilities ............................... 43,233
Deferred State Income Tax Liabilities (Notes 1 and 2) ... 686,500
------------
Total Current Liabilities ....................... 1,419,464
------------
Stockholders' Equity
Common Stock - No Par
Authorized 500 Shares, 274 Shares
Issued and Outstanding ................................ 32,800
Retained Earnings ....................................... 25,070,947
------------
Total Stockholders' Equity ...................... 25,103,747
------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ................$ 26,523,211
============
See Accompanying Notes to the Financial Statements
<PAGE>
MORAN RESEARCH LABS
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1993
Revenues:
Net Sales ............................................$ 62,642,628
Interest and Dividend Income ......................... 8,755
Non-Operating Gains .................................. 79,574
------------
Total Revenue .................................... 62,730,957
------------
Costs and Expenses:
Cost of Revenues ..................................... 20,851,709
Selling, General and Administrative
Expenses ........................................... 9,169,051
Provision for Bad Debts .............................. 3,818,624
Other ................................................ 87,087
------------
Total Costs and Expenses ......................... 33,926,471
------------
Income from Continuing Operations before Income Taxes .. 28,804,486
------------
State Income Taxes (Notes 1 and 2) ................... 1,729,800
------------
Income from Continuing Operations ...................... 27,074,686
Loss from Discontinued Operations (Net of State
Income Tax Benefit of $290,300) (Note 7) ............. ( 4,445,849)
------------
NET INCOME .............................................$ 22,628,837
============
See Accompanying Notes to the Financial Statements
<PAGE>
MORAN RESEARCH LABS
STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1993
Retained Earnings - Beginning .........................$ 24,278,061
Net Income ......................................... 22,628,837
Distributions ...................................... (21,835,951)
------------
RETAINED EARNINGS - ENDING ............................$ 25,070,947
============
See Accompanying Notes to the Financial Statements
<PAGE>
MORAN RESEARCH LABS
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1993
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income ...........................................$ 22,628,837
Non-Cash Items Included in Net Income:
Depreciation and Amortization ................... 1,133,075
Provision for Bad Debts ......................... 3,818,624
Other ........................................... 86,001
Changes in:
Accounts Receivable - Trade ..................... ( 4,391,099)
Prepaid Insurance and Other Current Assets ...... ( 914,070)
Other Assets .................................... ( 1,292)
Accounts Payable - Trade ........................ ( 56,346)
Accrued Payroll and Other Current Liabilities ... ( 51,336)
Deferred State Income Taxes ..................... 96,000
------------
Net Cash Flows From Operating Activities ............. 22,348,394
------------
CASH FLOWS USED BY INVESTING ACTIVITIES
Proceeds from Sale of Property and Equipment ......... 39,350
Decrease in Net Assets of Discontinued Operations .... 1,898,565
Purchase of Property and Equipment ................... ( 2,748,005)
------------
Net Cash Flows Used by Investing Activities .......... ( 810,090)
------------
CASH FLOWS USED BY FINANCING ACTIVITIES
Distributions to Shareholders ........................ (21,835,951)
------------
Decrease in Cash ..................................... ( 297,647)
------------
Cash-Beginning of Year ............................... 643,939
------------
CASH-END OF YEAR .....................................$ 346,292
============
See Accompanying Notes to the Financial Statements
<PAGE>
MORAN RESEARCH LABS
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activities
Moran Research Labs (the "Company"), doing business as Bioran
Medical Laboratory, primarily performs pathological and
analytical tests for the medical profession in the New England
area. In addition, the Company operates a hotel (The Snow Inn
Resort) and restaurant (Thompson's Clam Bar), located in
Harwichport, Massachusetts. These operations are totally
unrelated to the Company's clinical laboratory business.
In July of 1993, the Company adopted plans to spin-off the
operations of The Snow Inn Resort and Thompson's Clam Bar,
effective January 1, 1994 (see Note 7).
Property and Equipment
Property and equipment are carried at cost. Depreciation
is provided using both straight-line and accelerated methods
over the estimated useful lives of the assets which range from
3 to 40 years. Major classifications of property and equipment
are as follows.
Leasehold Improvements .................$ 4,483,197
Equipment and Fixtures ................. 8,541,299
Motor Vehicles ......................... 1,430,592
Property and Equipment, at cost ........ 14,455,088
Less: Accumulated Depreciation ........ ( 8,275,821)
Property and Equipment, Net ............$ 6,179,267
Depreciation expense for the year ended December 31, 1993
amounted to $995,015.
Revenue Recognition
The Company recognizes revenue upon completion of the testing
process. Billings for service under third party payor programs,
including Medicare and Medicaid, are recorded as sales net of
allowances for differences between amounts billed and the
estimated receipts under such programs. Adjustments to the
estimated receipts, based on final settlement with the third
party payors, are recorded upon settlement.
<PAGE>
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
Income Taxes
The Company has elected to be taxed under subchapter S of the
Internal Revenue Code. Accordingly, the Company is not subject
to nor has it provided for any Federal income taxes as the
stockholders are taxed on their proportionate share of the
Company's taxable income.
On March 2, 1989, the Company became a Massachusetts Business
Trust pursuant to a tax free reorganization under Internal
Revenue Code section 368(a)(1)(F). This reorganization did not
affect the Company's S corporation status for Federal income
tax purposes, but does subject the Company to Massachusetts
state income taxes. Therefore, a provision for state income
taxes is included in these financial statements.
In 1992, the Company adopted Financial Accounting Standard
No. 109, "Accounting for Income Taxes" (FAS 109), which requires
an asset and liability approach to accounting for income taxes.
Under this method, state deferred tax assets and liabilities
are recognized for the expected future tax consequences of
differences between the carrying amounts of assets and liabil-
ities and their respective tax bases using enacted tax rates
in effect for the year in which the difference are expected to
reverse. Under FAS 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income
in the period in which the change is enacted.
Cash and Cash Equivalents
The Company considers all short-term investments with an
original maturity of three months or less to be cash
equivalents.
Note 2 - STATE INCOME TAXES
The provision for income taxes from continuing operations
is summarized as follows:
Income from Continuing Operations
before State Income Taxes ...........$ 28,804,486
State Income Taxes:
Currently Payable ................... 1,633,800
Deferred ............................ 96,000
Total .......................$ 1,729,800
For income tax purposes the Company prepares its tax return
using the cash basis of accounting. The deferred state income
tax liability of $686,500 results from the cash to accrual
basis adjustments.
<PAGE>
Note 3 - PROFIT SHARING PLAN
The Company sponsors a profit-sharing plan covering all of its
employees. Contributions, which totaled $278,232 for 1993, are
determined by a vote of the Board of Directors. The Company
files annual plan registration and insurance information with
the Internal Revenue Service, in compliance with requirements
established by the Employee Retirement Income Security Act of
1974.
Note 4 - RELATED PARTY TRANSACTIONS
The Company's stockholders own several other businesses,
principally involved in the real estate and food distribution
industries. The Company leases certain real estate from one
of these entities, the S.A. Fennell Limited Partnership.
Rental payments to this partnership for 1993 totaled $840,000.
The other entities operate independently of the Company.
Note 5 - SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION
During the year ended December 31, 1993, income taxes paid
were $2,014,591.
Note 6 - LEASE COMMITMENTS
Minimum rental commitments under noncancellable operating
leases outstanding at December 31, 1993 are:
1994 .................$ 188,956
1995 ................. 162,541
1996 ................. 102,727
1997 ................. 54,332
1998 ................. 33,279
1999 ................. 10,153
Operating lease rental expense for 1993 amounted to
$1,225,388, including $840,000 paid to related parties (see
Note 4). In addition to its corporate facilities located
in Cambridge, Massachusetts, the Company maintains satellite
operations throughout the New England area. Many of these
facilities are leased through tenant-at-will arrangements.
<PAGE>
Note 7 - DISCONTINUED OPERATIONS
During July 1993, the Company adopted plans (effective
January 1, 1994) to spin-off its non-clinical laboratory
operations to its shareholders. These non-clinical laboratory
operations (restaurant and hotel) have been accounted for as
discontinued operations in accordance with the provisions of
Accounting Principles Board Opinion No. 30. Sales, loss from
operations, income tax benefit and net loss associated with
these discontinued operations for the year ended December 31, 1993
are listed below:
Sales ..............................$ 2,791,627
Loss from Operations before
Income Tax Benefit ............... 4,736,149
Income Tax Benefit ................. 290,300
Net Loss from Discontinued
Operations .......................$ 4,445,849
The loss from the measurement date through December 31, 1993
was $2,815,383. The net assets of the discontinued operations
consist of assets of $7,740,000 (principally fixed assets) and
liabilities of $196,256.
Note 8 - SUBSEQUENT EVENTS
On September 8, 1994 the Company entered into an acquisition
agreement and plan of reorganization whereby all of the shares
of the Company were acquired by Corning Incorporated
("Corning"), a New York business corporation, for 5,960,967
shares of Corning common stock, in a transaction to be accounted
for as a pooling of interest.
In connection with the acquisition and plan of reorganization,
the Company acquired the real property owned by the S.A. Fennell
Limited Partnership and leased by the Company for use in its
clinical laboratory operations (see Note 4) in exchange for 8.41
shares of its common stock. The number of shares issued was
based upon the estimated fair value of the properties.
<PAGE>
CORNING INCORPORATED
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit Description
<S> <C>
23 Consent of Leverone & Company, certified public accountants
</TABLE>
<PAGE>
Exhibit 23
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
As certified public accountants, we hereby consent to the incorporation in
Corning's Current Report on Form 8-K/A of our report dated November 10, 1994
on the financial statements of Moran Research Labs as of and for the year
ended December 31, 1993.
/s/ LEVERONE & COMPANY
Billerica, Massachusetts
December 12, 1994
